SHF (SHFS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 6, 2025, to be held virtually, with record date set as October 14, 2025.

• Stockholders will vote on six key proposals, including amendments to the Certificate of Incorporation, stock issuances, management participation, a reverse stock split, and potential adjournment.

• Board recommends voting "FOR" all proposals to support capital raising, compliance, and corporate flexibility.

• Forward-looking statements highlight risks related to stock price, liquidity, and Nasdaq compliance.

Voting matters and shareholder proposals

• Proposal 1: Increase authorized common stock from 130,000,000 to 1,000,000,000 shares to support capital needs and flexibility.

• Proposal 2: Approve issuance of shares upon conversion of Series B Preferred Stock and exercise of SPA Warrants, potentially diluting current holders.

• Proposal 3: Approve issuance of shares to CREO Investments LLC under a purchase agreement, with possible dilution if exceeding the Exchange Cap.

• Proposal 4: Approve management and director participation in certain stock offerings at below-market prices.

• Proposal 5: Authorize a reverse stock split (2-for-1 to 12-for-1) to maintain Nasdaq listing and improve share price.

• Proposal 6: Allow adjournment of the meeting to solicit additional votes if needed.

• Board recommends a vote "FOR" each proposal.

Board of directors and corporate governance

• Board consists of five directors divided into three classes with staggered terms expiring in 2026, 2027, and 2028.

• Directors are elected by plurality voting; no cumulative voting rights.

• No director or executive officer has a substantial interest in the proposals except for management participation in Proposal 4.